-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CGNQvyi60Fdg1u0+0JHmgbhVG2MZHzeG6ATUl9FEoSP97ZN9RUKaBRmOzOOGcfKT n164bTSgJ6dbltCF/hskVQ== 0001169232-05-000087.txt : 20050106 0001169232-05-000087.hdr.sgml : 20050106 20050106173004 ACCESSION NUMBER: 0001169232-05-000087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050106 DATE AS OF CHANGE: 20050106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EZ EM INC CENTRAL INDEX KEY: 0000727008 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 111999504 STATE OF INCORPORATION: DE FISCAL YEAR END: 0529 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-100878 FILM NUMBER: 05516546 BUSINESS ADDRESS: STREET 1: 717 MAIN ST CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163338230 8-K 1 d61806_8k.htm Kenneth J. Zuerblis

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

__________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 6, 2005
  
E-Z-EM, Inc.

(Exact name of registrant as specified in its charter)
  
Delaware

(State or other jurisdiction of incorporation)
  
             1-11479   11-1999504


(Commission File Number)   (IRS Employer Identification No.)
  
1111 Marcus Avenue, Lake Success, New York   11042


      (Address of Principal Executive Offices)   (Zip Code)
  
(516) 333-8230

Registrant's telephone number, including area code
  
Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

|_|

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

|_|

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

 

Item 2.02.

Results of Operations and Financial Condition

 

On January 6, 2005, E-Z-EM, Inc. announced its results of operations for the quarter and six months ended November 27, 2004. A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

 

Item 9.01.

Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit 99.1

Earnings release dated January 6, 2005 for the quarter and six months ended November 27, 2004.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

E-Z-EM, Inc.                                           

(Registrant)

 

 

Dated:

January 6, 2005

By:

/s/ Anthony A. Lombardo        

 

 

Anthony A. Lombardo

 

 

President and Chief Executive Officer

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EXHIBIT INDEX

 

 

Number

Description

 

Exhibit 99.1

Earnings release dated January 6, 2005 for the quarter and six months ended November 27, 2004.

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EX-99.1 2 d61806_ex99-1.htm ADDITIONAL EXHIBITS Kenneth J. Zuerblis

Exhibit 99.1

 

 

Company Contact:

Investor Relations Contacts:

 

E-Z-EM, Inc.

Lippert/Heilshorn & Associates, Inc.

 

Tom Johnson x3317

Kim Sutton Golodetz (kgolodetz@lhai.com)

(800) 544-4624

(212) 838-3777

 

www.ezem.com

Bruce Voss (bvoss@lhai.com)

 

 

(310) 691-7100

 

 

www.lhai.com

 

 

 

E-Z-EM REPORTS SECOND QUARTER FISCAL 2005 FINANCIAL RESULTS

 

Conference call to begin at 10:00 a.m. Eastern Time Friday, January 7

 

LAKE SUCCESS, N.Y. (January 6, 2005) – E-Z-EM, Inc. (Amex: EZM) today announced financial results for the quarter and six months ended November 27, 2004. Highlights of the second quarter and recent weeks include:

 

Net sales from continuing operations were up 4% and CT product sales were up 30%, respectively, as compared to the prior-year quarter

 

Gross margins improved to 45% from 41% in the fiscal 2004 second quarter

 

U.S. Department of Defense allows RSDL sales to First Responders

 

Spin-off of AngioDynamics to E-Z-EM shareholders completed in a tax-free special stock dividend

 

Election of John T. Preston as a director

 

Net sales from continuing operations for the quarter ended November 27, 2004 were $26.2 million, up 4% compared with $25.3 million for the quarter ended November 29, 2003. During the quarter E-Z-EM continued to record strong sales of products for the computed tomography (CT) market including diagnostic products such as its Smoothie line of CT oral contrast products, CT injectors and syringes. E-Z-EM posted sales gains of 30% in the CT products category during the quarter, as it continued to capitalize on market trends. These gains were partially offset by declining sales for X-ray fluoroscopy products and the timing of orders for its contract manufacturing business in Canada.

 

Gross profit increased 13% to $11.9 million during the fiscal 2005 second quarter, and as a percentage of net sales improved to 45% from 41% in the year-ago quarter. The increase in gross margin was primarily attributable to benefits derived from the first phase of the Company’s Manufacturing, Streamlining and Restructuring (MSRI) program completed in fiscal 2004.

 

Operating profit of $0.8 million for the quarter compares with $1.2 million for the second quarter of fiscal 2004. This decline reflects increased operating expenses partially related to MSR II costs of $0.8 million as the company shifted production of powdered barium products from its Westbury, N.Y. facility to its main production plant in Canada. The Company recorded a non-cash charge of approximately $400,000 related to expensing of stock options resulting from the resignation of a director. In addition, expenses were adversely impacted by the weak U.S. dollar and an increase in compensation costs. Other income during the quarter ended November 27, 2004 was $0.3 million, compared with $0.7 million for the comparable quarter in fiscal 2004, as the impact of an unfavorable mix of foreign currency exchange resulting from the weaker dollar was partially offset by gains on sales of non-core equity securities.

 

5

 


 

For the second quarter of fiscal 2005, the company’s effective tax rate was 25%, compared with 36% in the prior-year quarter, due primarily to the non-taxable gain on the sale of a non-core equity security.

 

Earnings from continuing operations for the fiscal 2005 second quarter were $0.8 million, or $0.08 per diluted share, compared with $1.2 million, or $0.11 per diluted share, for the prior-year quarter. Net earnings for the fiscal 2005 second quarter were $1.4 million, or $0.13 per share, compared with $1.8 million, or $0.17 per diluted share, for the prior-year quarter. Discontinued operations during the second quarter of fiscal 2005 reflect the financial results of the company’s AngioDynamics subsidiary for two months, which was spun-off to E-Z-EM shareholders on October 30, 2004.

 

For the six months ended November 27, 2004, net sales were $50.2 million, up 5% compared with $47.9 million for the six months ended November 29, 2003. Gross profit increased 16% to $21.9 million during the first half of fiscal 2005, and as a percentage of net sales improved to 44% from 39% in the year-ago period. Earnings from continuing operations for the first half of fiscal 2005 were $1.5 million, or $0.14 per diluted share, up sharply compared with $0.5 million, or $0.05 per diluted share, in the prior-year period. Net earnings for the first half of fiscal 2005 were $2.7 million, or $0.25 per diluted share, up from $1.5 million, or $0.14 per diluted share, during the prior-year period.

 

“This past quarter marked the introduction of VoLumen®, the next-generation low-density barium sulfate suspension for use as an oral contrast in Multidetector CT and CT/PET studies, and we are delighted with the initial marketplace reception. Indeed, our entire line of high-margin CT products is posting strong sales and volume growth,” commented Anthony A. Lombardo, E-Z-EM president and chief executive officer. “Furthermore, our restructuring program continues to yield positive benefits and has contributed to improved gross margins for many of our products, especially our fluoroscopy products. We look forward to future gross margin improvements as we continue implementing the second phase of our MSR program throughout the remainder of this fiscal year.

 

 

“As previously announced, during the second quarter the Department of Defense granted us approval to begin marketing our Reactive Skin Decontamination Lotion (RSDL) to state and local first responders. We continue to work with the Department of Homeland Security on this important initiative. The U.S. military continues final testing of RSDL, and is expected to complete testing by the end of the calendar year,” Mr. Lombardo continued.

 

“E-Z-EM has implemented a number of changes over the past few years in order to better align our company with the needs of the radiology marketplace and our shareholders,” he continued. “We are now beginning to reap the benefits of these changes, and continue to leverage our excellent relationships with radiologists and gastroenterologists to provide products representing technological improvements in the diagnosis of GI diseases. We also spun-off AngioDynamics to shareholders, and are now taking steps to modify the composition of our board to include more independent directors. We are delighted that John T. Preston was elected as a director at our annual shareholder meeting in 2004, replacing the retiring Donald Meyer. Mr. Preston is President and CEO of Atomic Ordered Materials, LLC, and has had a distinguished career at the Massachusetts Institute of Technology, both as a senior lecturer and in several technology and entrepreneurship management positions. We look forward to benefiting from his considerable expertise. Recently, we also announced that our founder Howard Stern was appointed Chairman Emeritus, Paul Echenberg was elected Chairman, and, as planned, long-time board member Michael Davis resigned as a director. As we continue to move the company forward, we look forward to appointing a new director who will help us to gain additional perspective and expertise in the markets we serve.”

 

E-Z-EM had cash, cash equivalents and short-term marketable securities at November 27, 2004 of $24.1 million, compared with $24.5 million, from continuing operations, at May 29, 2004.

  

6

 



Conference Call

 

E-Z-EM management will host a conference call to discuss these results on Friday, January 7, 2005 beginning at 10:00 a.m. Eastern Time. To participate in the call, please dial (877) 815-7177 from the U.S., or (706) 679-0753 from outside the U.S. A telephone replay of the call will be accessible for 48 hours following completion of the call by dialing (800) 642-1687 or (706) 645-9291, and entering reservation number 3066675. In addition, participants may access the call over the Internet by visiting the Company’s Web site at www.ezem.com. The call will be archived there for a limited period of time.

 

About E-Z-EM, Inc.

 

E-Z-EM is a leading manufacturer of contrast agents for gastrointestinal radiology. The Company recently introduced VoLumen® the next generation low density barium sulfate suspension for use as an oral contrast in Multidetector CT (MDCT) and PET/CT studies. It also offers the only family of CT injectors on the market, EmpowerCT® with patented EDA(TM) technology, that can help detect contrast extravasation, and offers a complete product set for the virtual colonoscopy practitioner. This product line consists of virtual colonoscopy hardware, software, nutritional prep kits and bowel cleaners, tagging agents and a carbon dioxide colon insufflation system.

 

The statements made in this document contain certain forward-looking statements. Words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates” or variations of such words and similar expressions, are intended to identify such forward-looking statements. The forward-looking statements contained in this release may involve numerous risks and uncertainties, known and unknown, beyond the Company’s control. Such risks and uncertainties include the ability of the Company to develop its products, continued growth in CT product sales, market acceptance and sales of VoLumen®, future procurement of RSDL by the U.S. Military and first responder organizations, successful completion of the Company’s MSR II program, future actions by the FDA or other regulatory agencies, overall economic conditions, general market conditions, foreign currency exchange rate fluctuations as well as the risk factors listed from time to time in the SEC filings of E-Z-EM, Inc., including but not limited to its Form 10-Q for the quarter ended August 28, 2004 and its Annual Report on Form 10-K for the fiscal year ended May 29, 2004. Consequently, actual future results may differ materially from the anticipated results expressed in the forward-looking statements, and investors are cautioned not to place undue reliance on the forward-looking statements included in this release.

 

(Tables to follow)

 

7

 


 

 

E-Z-EM, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

November 27,
2004

(unaudited)
  May 29,
2004

(1)
 
                 
Assets            
 
Current assets    
     Cash, cash equivalents and debt and equity securities     $ 24,057   $ 24,464  
     Accounts receivable, net       17,251     16,673  
     Inventories       23,572     18,901  
     Other current assets       5,307     5,792  
     Current assets of discontinued operation             40,290  


                 
Total current assets       70,187     106,120  
                 
Property, plant & equipment – at cost, net       17,552     15,415  
Other non-current assets       11,498     11,649  
Non-current assets of discontinued operation             9,352  


                 
Total assets     $ 99,237   $ 142,536  


Liabilities and Stockholders’ Equity    
     
Current liabilities    
     Accounts payable     $ 3,951   $ 4,415  
     Accrued liabilities       6,505     6,557  
     Other current liabilities       788     768  
     Current liabilities of discontinued operation             5,744  


                 
Total current liabilities       11,244     17,484  
                 
Other long-term liabilities       3,813     3,666  
Non-current liabilities and minority interest          
     of discontinued operation             9,611  
Stockholders’ equity       84,180     111,775  


                 
Total liabilities and stockholders’ equity     $ 99,237   $ 142,536  


 

 

(1)

Information derived from audited financial statements.

 

8

 


 

E-Z-EM, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)

(in thousands, except per share data)

 

Three Months Ended Six Months Ended
 
 
 
Nov. 27,
2004

  Nov. 29,
2003

  Nov. 27,
2004

  Nov. 29,
2003

 
Net sales     $ 26,222   $ 25,287   $ 50,234   $ 47,929  
Cost of goods sold       14,360     14,812     28,356     29,048  




          Gross profit       11,862     10,475     21,878     18,881  
                             
Operating expenses    (1)   11,081     9,310      (2)   21,192     18,652  




          Operating profit    (1)   781     1,165      (2)   686     229  
                             
Other income (expense), net       323     686     1,008     907  




     
          Earnings from continuing operations    
               before income taxes       1,104     1,851     1,694     1,136  
                             
Income tax provision       281     670     240     589  




                             
          Earnings from continuing operations       823     1,181     1,454     547  
     
Earnings from discontinued operation,    
     net of income tax provision       608     588     1,228     923  




                             
Net earnings     $ 1,431   $ 1,769   $ 2,682   $ 1,470  




     
Basic earnings per common share    
     From continuing operations     $ 0.08   $ 0.11   $ 0.14   $ 0.05  
     From discontinued operation,    
          net of income tax provision       0.05     0.06     0.11     0.09  




     Net earnings     $ 0.13   $ 0.17   $ 0.25   $ 0.14  




     
Diluted earnings per common share    
     From continuing operations     $ 0.08   $ 0.11   $ 0.14   $ 0.05  
     From discontinued operation,    
          net of income tax provision       0.05     0.06     0.11     0.09  




                             
     Net earnings     $ 0.13   $ 0.17   $ 0.25   $ 0.14  




     
Weighted average common shares    
     Basic       10,749     10,272     10,741     10,217  
     Diluted       10,936     10,545     10,934     10,475  

 

(1)

Current quarter amount includes plant closing and operational restructuring costs of $824,000; prior quarter amount includes plant closing and operational restructuring costs of $628,000.

 

(2)

Current six-month amount includes plant closing and operational restructuring costs of $1,425,000; prior six-month amount includes plant closing and operational restructuring costs of $1,200,000.

 

# # #

 

9

  


 

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